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Statement of Purpose, FORM
Form
Function
In order to optimally and efficiently utilize the resources of the Advisory Board,
interactions between Advisory Board members and Promia shall be by way of quarterly
meetings, followed by dinner.
Irregular and impromptu conversation between the AB and Promia are encouraged, and
are to be initiated by both the AB and Promia.
The Board of Directors shall approve in advance the agenda for each meeting, and timely
mailings of relevant materials shall be forwarded to the Advisory Board members.
Advisory Board members also are expected to be available in person, by telephone, and
by email to Promia.
This utilization structure shall be incorporated into Promia's overall set of established
Corporate Governance Principles and Practices.
Promia's Advisory Board shall consist of 4 to 7 members, each with tenure of no more
than three years. Each member's tenure will be reviewed during the final quarter of
service by Promia's Board of Directors for consideration of whether to offer a subsequent
term to such member. Each member shall be bound by certain non-compete and
confidentiality agreements as are standard in the business. Each member must be open to
the possibility of customary character checks, be they known or not to the Advisory
Board member.
In order to efficiently and effectively install members of the Advisory Board, it will be
for a member of the Board of Directors to nominate, and then, by unanimous vote of the
Board of Directors, appoint an Advisory Board member. An Advisory Board member's
tenure may be terminated early for and only for good cause and so by a unanimous vote
of the Board of Directors.
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